United States
               Securities and Exchange Commission
                      Washington, DC 20549

                          Form 10-KSB

[x]    Annual Report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 for the Fiscal Year Ended April 30, 2005; OR

[ ]    Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 934 for the Transition Period From                      to


                   Commission file no. 0-30499

                       visionGATEWAY, Inc.
     (Exact name of the Company as specified in its charter)



          Nevada                                  90-0015691
(State or other jurisdiction                 (I.R.S. Employer or
of incorporation organization)               Identification No.)

12707 High Bluff Drive, Suite 200, San Diego, California           92130
(Address of principal executive offices)                         (Zip Code)

The Company's telephone number, including area code: (858) 794-1416

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Company (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (of for such shorter period that the Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [x]. No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.
Yes [  ]. No [x]

The Company's revenues for its most recent fiscal year: $0

The aggregate market value of the common stock of the Company held by non-
affiliates of the Company on April 30, 2005 was $14,292,450.

The number of shares outstanding of the Company's common stock, as of April
30, 2005, was 42,268,218.

Transitional Small Business Disclosure Format. Yes [  ]. No [x].
<PAGE>
EXPLANATORY NOTE

This Form 10-KSB is complete and includes the Audited Financial Statements of
the Registrant. The Registrant has also made comment to changes to relevant
aspects of the business that have changed since the April 30, 2004.

Table of Contents


Part I

Item 1.        Description of Business                                     5
Item 2.        Description of Property                                    10
Item 3.        Legal Proceedings                                          10
Item 4.        Submission of Matters to a Vote of Security Holders        10

Part II

Item 5.        Market for Common Equity, Related Stockholder Matters
               and Small Business Issuer Purchases of Equity Securities   10
Item 6.        Management's Discussion and Analysis or Plan of Operation  11
Item 7.        Financial Statements                                       15
Item 8.        Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                        15
Item 8A.       Controls and Procedures                                    15

Part III

Item 9.        Directors, Executive Officers, Promoters and Control
               Persons; Compliance with Section 16(a) of the Exchange
               Act                                                        16
Item 10.       Executive Compensation                                     18
Item 11.       Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters                 20
Item 12.       Certain Relationships and Related Transactions             21
Item 13.       Exhibits and Reports on Form 8-K                           22
Item 14.       Principal Accounting Fees and Services                     23
<PAGE>
Forward-Looking Statements

Statements made in this Form 10-KSB, particularly in this section, which are
not purely historical and statements preceded by, followed by or that include
the words "may," "could," "should," "expects," "projects," "anticipates,"
"believes," "estimates," "plans," "intends," "targets," or similar
expressions, are forward-looking statements with respect to the goals, plan
objectives, intentions, expectations, financial condition, results of
operations, future performance and business of the Company.

Forward-looking statements involve inherent risks and uncertainties, and may
be dependent upon important factors (many of which are beyond the Company's
control) that could cause actual results to differ materially from those set
forth in the forward-looking statements, including the following: general
economic or industry conditions, either nationally, internationally or in the
communities in which the Company conducts its business, changes in the
interest rate environment, legislation or regulatory requirements, conditions
of the securities markets, the Company's ability to raise capital, changes in
accounting principles, policies or guidelines, financial or political
instability, acts of war or terrorism, other economic, governmental,
regulatory and technical factors affecting the Company's operations, products,
services and prices.

Accordingly, results actually received may differ materially from results
expected in these statements. Forward-looking statements speak only as of the
date they were made. The Company does not undertake, and specifically
disclaims, any obligation to update any forward-looking statements to reflect
events or circumstances occurring after the date such statements were made.

<PAGE>

Part I


Item 1    Description of Business

Background

visionGATEWAY, Inc. (the "Company") is a corporation organized in 1970 under
the laws of Nevada, and until last year was known as Chiropractic 21
International, Inc. ("Chiropractic"). Chiropractic was an inactive public
corporation for a number of years until March 4, 2004 when it acquired
visionGATEWAY, Inc., ("Vision Nv") a corporation organized on September 13,
1999, also under the laws of Nevada. Upon its acquisition of Vision Nv, all of
the operations and business of the Company consisted of Vision Nv's business
which the Company now operates through Vision Nv.

Vision Nv is the primary holding company for the software business now being
conducted and described below. Vision Nv has two wholly owned subsidiaries,
visionGATEWAY Pty Ltd an Australian corporation organized to distribute and
market the products of Vision Nv and Software Innovisions Pty Ltd, also an
Australian corporation, which was engaged in the development of business
software and the developer of the INTERScepter   Internet Resource Management
("IRM") software described below. These subsidiaries were acquired during the
first half of 2002.

The information given below is presented as the business and operations of the
Company as consolidated with Vision Nv and referred to as visionGATEWAY.

Description of Business

The Company is an Enterprise Solutions Development and Distribution company
with a focus on Internet Management and Security.  It is accelerating its
growth in key markets   USA, Australia, Asia, and Europe.  Although total
sales during its last two fiscal years were only approximately $42,000, the
Company considers itself in the commercialization stage of its development
because of its focus on building its Distribution channels and markets for its
products.

visionGATEWAY is continuing the building of a Global Distribution Network
using its proprietary business model to grow sales through strategic
partnerships these include the Avnet Partner Solutions distributorships for
North America, Australia/New Zealand and UK, the Netwolves-ECCI, Inc. joint
venture in USA, and iProof and NetIntelligence in UK. The arrangements between
visionGATEWAY and iProof & NetIntelligence are the first of a series of
worldwide distribution agreements being brokered by Alan Boyd, former head of
acquisitions at Microsoft and now a Director of the Company.

visionGATEWAY (through its Australian subsidiaries) has been operating for a
total of five years, commencing in 2000. The Company's first product
("INTERScepter   ") is an Internet Resource Management solution. This product
is an enterprise business solution that helps to improve Company earnings by
assisting organizations in understanding, managing and exploiting Internet
usage and valuable resources, including bandwidth, systems and employee
productivity. The INTERScepter   solution empowers managers to effectively
control, schedule and utilize costly Internet resources, while placing
responsibility on users to self manage and modify their Internet usage
behavior.
<PAGE>
The Internet is an ever growing global communications and commerce medium.
Traditional organizations (both government and corporate) continue to
demonstrate a significant growth in their need for integration of Internet
based technologies into their core business and marketing needs. As a result,
chief operating and financial officers and managers of business units are
faced with three very compelling issues:

     1.   Managing large amounts of information from the Internet while
          meeting their corporate and government obligations.

     2.   Measuring and managing the growing non-productive use of the
          Internet by staff at work, who use the Internet while at work for
          non-productive, personal purposes.

     3.   Maintaining secure and private internet access for staff, while
          reducing risk and liability relative to internet usage.

The Company recognized a market opportunity for the development of software
solutions to identify and redirect non-productive use of staff employees at
work to profitable uses of their time and Internet availability, while
maintaining security and privacy. Based on the Company's preliminary
investigations of market demand for this type of product, it believed that
moving forward with the INTERScepter   project was more than justified.
The benefit of the Company's INTERScepter product to its customers is based
upon improving productivity and reducing costs through the use of its software
solutions.

The three primary industry segments for INTERScepter   at present are:

     1.   Education .  INTERScepter   was originally developed for the
          education environment to meter and cost control Internet usage by
          students and staff. It contains tailored functionality around the
          volume of Internet use, the type of Internet usage and
          functionality for improved learning in lecture and classroom
          activities. INTERScepter   can reduce Internet cost and bandwidth
          usage; it can allocate costs to cost centers and allow students to
          be charged correctly according to their own personal use beyond
          base level quotas. Through its access policy facilities, it allows
          teachers to "regain control of the classroom" without having to
          revert to the IT department.

     2.   Government.   INTERScepter   allows government agencies to record
          Internet traffic, the type of usage made and allows costs to be
          allocated against the proper budget. In the Company's opinion,
          significant benefits can be achieved through implementing Internet
          policy by use of the INTERScepter   solution. It provides the
          means to self manage the use of the Internet as well as reducing
          direct Internet and bandwidth costs.

     3.   Private Enterprise.   Businesses have a need to maximize
          productivity to achieve better performance to stakeholders through
          a combination in top line performance or bottom line cost
          reduction. The product allows for both outcomes and can be focused
          on a particular business objective or a series of them as
          required. It benefits the business with a growth agenda or one
          that is looking to streamline costs.

<PAGE>
visionGATEWAY continued with further product innovation for its
INTERScepter product with the release of the Linux platform version in late
2004 and later in 2005 will release a version for the Home/SOHO markets.

Although the sales have been minimal to date, the Company has built an
international presence. Its core software research and development team is
based in Brisbane, Australia. The Company's registered office is located in
San Diego, California. The main U.S. Sales and Distribution office is in Los
Angeles, at Marina del Rey. New sales opportunities are also being evaluated
in Asia, as well as the United Kingdom.  New distribution channels are being
negotiated in Australia and New Zealand through various strategic partners.
Principal emphasis for sales is currently directed at the U.S., while new
partnerships are being formed in UK, Australia and New Zealand to focus on
corporate sales there.

Sales and Marketing

INTERScepter   is marketed and sold as a business tool, not as a technical
product, although it is, in the Company's opinion, technically robust and
innovative. The sales proposition is primarily commercial and is targeted at
senior management, not solely the IT department. The Company's business model
is to use outsourced sales channels and to offer meaningful margins to its
channel partners, which will encourage early and considerable commitment. The
value chain in the product also provides substantial service revenue
opportunities to channel partners. The Company offers significant product
breadth to meet the holistic requirements in Internet Resource Management.

The Company's strategic decisions, dependent on available capital, are based
on rapidly building on an international scale. Three key sales channels will
be utilized: strategic distribution partners, large technology resellers and
niche technology firms. Additionally, the Company has set a price point and
payment model that we believe will encourage product trial and adoption. This
product distribution business model also facilitates further growth through
the introduction of complementary products, such as those that have now been
put in place.

The majority of the Company's revenues will come from product licenses. As
described above, the Company's first product is the INTERScepter   software
solution. It is sold through a network of distribution channels consisting of
technology resellers and other distribution outlets, which the Company refers
to as its "channel partners." It provides measurable added value to resellers
with only marginal overheads.

In the U.S., the Company has worked with a number of partners to assist in the
development of opportunities in all segments. They have also assisted the
Company to build a distribution and reseller network. In addition the Company
has completed two major distribution arrangements.  One of these is with Avnet
Partner Solutions, a division of the $4.35 billion Avnet Technology Solutions
operating group of Avnet, Inc. (NYSE: AVT).  This arrangement now covers North
America, UK and Australia/New Zealand.  With the Company's expansion into
Europe, Avnet's Reseller Partners are being solicited in those areas to
distribute a bundled solution.  Avnet Partner Solutions has incentivised its
Business Development Managers to sign resellers as channel partners and help
them drive customer sales.  As a result of this activity the Company is
currently negotiating with a number of new channel partners across all
regions.

As a result of these channel partner activities, the Company has end user
opportunities that are being pursued across the U.S. with a number of
Universities, Educational institutions, Government Departments, and Corporate
enterprises.
<PAGE>
In the USA INTERScepter is being recognized as a key solution to the problems
of internet usage by Universities and High Schools. The Company has been
enhancing its visibility in the market place by participating in selected
major conferences for decision makers for the Higher Education market.  The
key education sector professional associations are NAEB (buyers - those with
the purchasing power), NACUBO (business officers, ie CFO - part of the
decision team), ACUTA (Technology Directors - run IT and part of decision
team).

Pricing for the INTERScepter   is currently based around a three year contract
License Pack followed by an ongoing Update Pack. In the three year license
contract, pricing is based on the number of workstations accessing the
Internet rather than the number of users in an organization.

Channel Partners are contracted to the Company through a Channel Partner
Agreement which sets out the terms and conditions of the arrangement,
including responsibilities of the parties, product pricing, volume discounts,
and channel partner commissions which vary according the value of product sold
in a calendar year.

INTERScepter   The Internet Resource Management (IRM) Solution

The Internet impacts every aspect of today's busy organization so it is no
surprise that an organization can benefit from deploying INTERScepter   to
manage Internet resources.

Internet Resource Management "(IRM)" is the Company's approach to helping
organizations maximize their return on investment in Internet services. Unlike
simple content filtering solutions, IRM calls for a more holistic approach to
understanding and managing the constellation of Internet resources in any
organization.

Most organizations lack a comprehensive understanding of what Internet
resources are being used and how, making it all but impossible to ensure they
are being used productively, or to predict or plan for their growth. With IRM,
an organization can monitor and report usage, set and enforce policies, and
improve productivity.

Competition

The Company does not believe that it has any direct competition with respect
to its INTERScepter   software program and it is not aware of any competitor
offering the same complete solution with the full elements of the software for
sale.

There is, however, substantial indirect competition from products which
address issues of immediate concern to clients such as Internet security and
violation of web resources. These products address "bad behavior" on network
usage. Policing activities tend, however, to intimidate users and bad behavior
goes underground and re-offending will generally occur. INTERScepter   assists
staff to police their own behavior and guides them to do what is more
efficient for the Company.
<PAGE>
Competition is also realized from filtering software. Filters eliminate
offending materials from the web but the INTERScepter   approach is one of
self management rather than forced elimination.

Other products which provide reporting and presentation of gathered
statistics, analytics and performance measurement also offer competition for
the Company's product.

There are other competitors in the market as well, however, they mainly supply
the home market for parental control of the Internet. Some other products are
hardware based and cover the aspect of INTERScepter   that controls bandwidth
usage. In the Company's opinion, no other product has the same total coverage
as INTERScepter   .

It must, nevertheless, be considered that competition in the business software
industry is intense, with many companies making entries into the market every
day. Most of the competitors in the industry are very large businesses with
far greater resources than the Company in terms of capital, size and number of
employees. The Company's growth will depend on many variables not in its
control, including the ability to obtain additional funding for its operations
and development plus many other unforeseen economic and competitive
conditions.

Sources and availability of raw materials and the names of principal suppliers

The Company is a producer of software and is not dependent on any one supplier
for raw materials for its software products. The underlying technologies are
built on publicly available components that are used in conjunction with other
software products.

Dependence on one or a few customers

The Company has outsourced its sales channels and has established or is in
process of making alliances with distribution channels in numerous locations
and, consequently, most of its sales are generated from these various sources.
At this time there is no single reseller or group of resellers upon which the
Company is dependent. In May 2004, the Company completed its agreement with
Avnet Hall-Mark  (since renamed Avnet Partner Solutions) to distribute
INTERScepter, pre-installed on IBM hardware, through that company's reseller
channels. It is estimated that 50% of the Company's U.S. Sales could come
through that source over the next twelve months. This agreement was extended
to Australia and New Zealand in September 2004 and more recently to the UK.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts, including duration

The Company has registered product trade marks, trade names and logos in
Australia and is now in the process of registering these items in the U.S. The
Company is dependent on its trademark for INTERScepter   to distinguish its
software from other products in the market and to create a market identity for
its product. Patents are under consideration for version 3 of INTERScepter   .

At the present time there are no patents in effect upon which the Company is
dependent. There are also no concession agreements, franchises, licenses,
royalty agreements or labor agreements in effect at this time.
<PAGE>
Government approval

The Company is not subject to direct governmental regulation in the conduct of
its business.

Effect of existing or probable governmental regulations on the business

At the present time, based on the Company's business as now conducted, direct
governmental regulation of its business is not anticipated.

The Company is, however, subject to the Sarbanes-Oxley Act in the conduct of
its business as follows:

Sarbanes-Oxley Act

On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002. This Act imposes a wide variety of new regulatory requirements on
publicly-held companies and their insiders. Many of these requirements will
affect the Company.

The Sarbanes-Oxley Act has required the Company to review its current
procedures and policies to determine whether they comply with the Sarbanes-
Oxley Act and the new regulations promulgated thereunder. The Company will
continue to monitor its compliance with all future regulations that are
adopted under the Sarbanes-Oxley Act and it will take whatever actions are
necessary to ensure that it is in compliance.

This Act may also result in higher operating costs to comply as well as higher
professional fees.

The estimated amount of capital spent during each of the last two fiscal years
on research and development activities.

The estimated amount spent on research and development in the last two fiscal
years is approximately $516,000. All of these expenses have been borne by the
Company.

Costs and effects of compliance with environmental laws (federal state and
local)

The Company has not had any significant cost or effect with respect to
compliance with environmental laws, either in the U.S. or in Australia.

Number of employees and number of full time employees

As of April 30, 2005, the total number of employees of the Company is thirteen
(13) full-time employees of which eleven (11) were engaged in production and
sales activities and two (2) was engaged in administrative operations. The
Company also uses the services of numerous part-time employees or contract
service employees in the areas of product development, accounting and sales
functions. Over the remainder of 2005 and early 2006 the Company anticipates
that it will be increasing its full-time work force to 30 as needed to support
its proposed global growth strategy, dependent on future sales prospects and
the availability of capital.

Reports to Security Holders

The Company will voluntarily deliver to all Security holders an annual report
which will contain audited financial statements.
<PAGE>
The Company regularly files reports with the Securities and Exchange
Commission (the "Commission"). These reports include annual reports on Form
10-KSB, quarterly reports on Form 10-QSB and current reports on Form 8-K.

The public may read and copy any materials the Company files with the
Commission at the Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may obtain information about the Public
Reference Room of the Commission by calling the Commission at 1 800 SEC 0330.
The Commission also maintains an Internet site that contains reports, proxy
and information statements and other information regarding issuers that file
electronically that may be accessed at the Commission's web site address:
http://www.sec.gov.


Item 2    Description of Property

All office space in the Company's offices in the U.S. and Australia is leased.
Each area has the ability for expansion of space required as the Company
grows.  The Company closed its Sydney, Australia office mid 2005


visionGATEWAY's Australian office is:        The U.S. offices are as follows:

Brisbane Office:                             San Diego Office:
Level 1                                      12707 High Bluff Drive
132 Racecourse Road                          Suite 200
Ascot, Queensland 4007                       San Diego, California 92130

                                             Los Angeles Office:
                                             4134 Del Rey Avenue
                                             Suite 12
                                             Marina del Rey, California
                                             90292


Item 3    Legal Proceedings

There are no material legal proceedings pending against the Company and to the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceedings against the Company or any of its
affiliates.

No director, executive officer or affiliates of the Company or any owner of
five percent (5%) or more of the Company's common stock is an adverse party to
any action against the Company or its affiliates or otherwise has a material
interest adverse to the Company or any of its affiliates.


Item 4    Submission of Matters to a Vote of Securities Holders

No matters were submitted to a vote of security holders during the year
ended April 30, 2005.
<PAGE>

Part II


Item 5     Market for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities

The Company's common stock is traded on the OTC Bulletin Board under the
symbol "VGWA." Trading has only commenced in 2004 for the combined entity of
visionGATEWAY and Chiropractic 21 and, therefore, has been limited.  Much of
the stock was restricted during the first twelve months after the change to
visionGATEWAY. As a result there is no meaningful history of transactions to
date.


Price Range of Common Stock

                                   High*                    Low*
     Fiscal 2005

     First Quarter            $    3.75                $    2.75
     Second Quarter                3.15                     1.50
     Third Quarter                 3.00                     1.20
     Fourth Quarter                1.25                     1.05

     Fiscal 2004

     First Quarter            $    0.33                $    0.33
     Second Quarter                0.33                     0.33
     Third Quarter                 0.33                     0.33
     Fourth Quarter                3.00      #              0.33

(*)  Stock price adjusted for a 1:3 split on December 3, 2003.

(#)  Upon closing of the Company's acquisition of Vision Nv, the Company's
stock rose from $0.33 to $2.25.

The number of record holders of the Company's common stock as of April 30,
2005 is approximately 2,073 shareholders.

The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty
at this time. There are no material restrictions limiting, or that are likely
to limit, the Company's ability to pay dividends on its common stock.

On March 4, 2004, pursuant to the provisions of the Reorganization Agreement
entered into between the Company and Vision Nv, the Company issued a total of
36,040,500 shares of its common stock to all of the shareholders of Vision Nv
in exchange for all of the outstanding common stock in Vision Nv, in a
transaction deemed exempt from registration by virtue of Regulation S and Rule
144 of the Rules and Regulations promulgated under the Securities Act of 1933,
as amended, (the "Act").

The shares were issued as restricted stock, subject to restrictions on further
sale and each share bore a legend to the effect that the shares could not be
further transferred without (i) being registered under the Act and subject to
an effective registration statement; or (ii) a valid opinion of counsel
declaring that the proposed sale is further exempt from the registration
provisions of the Act.
<PAGE>
Substantially all of the recipients of the shares issued under the acquisition
agreement between Vision NV and Chiropractic 21 and were residents of
Australia or New Zealand.

The Company has no profit sharing, bonus or stock option or bonus plans in
effect.


Item 6    Management's Discussion and Analysis or Plan of Operation

The following discussion should be reviewed in conjunction with our
consolidated financial statements and the related notes and other financial
information appearing elsewhere in this report. In addition to historical
information, the following discussion and other parts of this document contain
forward-looking information that involves risks and uncertainties. Please
refer to the section entitled "Forward-Looking Statements" on page 1 of this
Form 10-KSB.

Plan of Operation

Funding

The visionGATEWAY business over the last two years has focused on product
development and building its market positioning, presence and global
distribution channels. In the last twelve months, the key aspects of
expenditure have been:

     *    Building reseller networks and client opportunities through its US
          base in conjunction with the relocation of the Company's CEO
          Michael Emerson from Sydney to Los Angeles and through the key
          distribution arrangements such as with Avnet;

     *    Restructuring the channels in Australia, New Zealand and Asia;

     *    Opening new channels in the UK through Avnet and our new board
          member, Alan Boyd;

     *    Finding and evaluating synergistic 3rd party products to bring to
          the distribution mix;

     *    Development of INTERScepter version 2 with significant
          enhancements in functionality and a new underlying platform in
          Linux for the iGateway component of the product; and

     *    Development of INTERScepter version 3 to address the Home and SOHO
          markets.

Since early 2005, the Company has focused on arranging major funding that will
enable it to take full advantage of the platform that has been built through
its product development and global distribution channels. This funding will be
used to drive sales in global markets with a key focus on the U.S. It also
enables the Company to focus on some new product initiatives that are aligned
to market needs and sales potential.

In the twelve months ended April 2005, visionGATEWAY has been able to acquire
investment and loan funds for working capital of approximately $1,100,000 from
existing and new investors. This has enabled us to pay key creditors, cover
the salaries of staff and office expenses in Australia and USA, the employment
of new sales and marketing staff, pay the fees for any outsourced services, as
well as travel and marketing expenses related to the development of sales
efforts in U.S. and Australia/New Zealand.
<PAGE>
The Company continues to obtain bridge financing to meet the key short term
requirements of activating the distribution channels and related outsourced
sales force in the U.S., ramping up the U.S. operational presence, commencing
New Zealand and UK distribution, and providing additional working capital for
specific revenue related development projects. The bridging is to a main round
of funding that is anticipated to close within the next six to twelve months
in two tranches, to provide additional working capital for next stage growth
in global markets and potential acquisition of synergistic companies. Any
delay in obtaining the larger amounts of funding outlined above does not
effect existing day-to-day operations that are funded by existing investors.
Any delay in the receipt of these larger funding tranches would have the
effect of delaying the next stage growth strategies that have been planned.
These fund raising activities are currently underway in conjunction with US
based investment banking firms.

The Company anticipates that sales revenue will commence in second half
quarter of calendar 2005 in the U.S., Australia/New Zealand and UK markets,
once key strategic distribution arrangements, such as those with Avnet Partner
Solutions, become fully operational and planned marketing activities have
commenced.

Research & Development

In conjunction with new funding commitments from mid 2003 onwards, the R&D
division was revamped and specific R&D plans were incorporated. This was
enhanced with the opening of the Company's new R&D Center in Brisbane during
February 2004. The key component of this has been version 2 ("V2") of
INTERScepter (tradmark). V2 was made available to initial clients by late
August 2004 and released in January 2005. V2 provides enhanced sales potential
in the Company's growing market place with its underlying Linux platform.

Version 2 provides a number of major improvements over the previous version
1.3. Apart from the change to a Linux operating environment for the
INTERScepter   iGateway system component, there are a number of other
improvements in functionality as listed below.

     *    Port Management

     *    Simplified and More Flexible Directory Structure

     *    Intranet Based Management

     *    Refreshed Intranet Interfaces

     *    Client Notifications System

     *    Improved Rollback Support

Development of INTERScepter version 3 is well underway and it will be released
by the last quarter of 2005.  This version will not only address the Home and
SOHO markets, but also provide database independence and significant
technological advantages.
<PAGE>
As a result of global exposure to the visionGATEWAY Business Model through
investor forums and reseller networks, there is significant interest from
other businesses for the Company to consider adding on synergistic product
modules and expand the product offering.

The INTERScepter   product provides the underlying Internet Resource
Management platform on which other modules can be added. These will include
modules provided by visionGATEWAY as well as specialist modules from third
parties such as :

     *    Whole of network traffic monitoring and analysis tools;

     *    Facilities to monitor, control and charge Internet traffic over
          mobile telephony (including PDA's with phones);

     *    Facilities to monitor, control and charge VOIP traffic (an
          INTERScepter   Plus module to be available in 2006);

     *    Specialist content review modules as "plug-ins"; and

     *    Process improvement tools e.g. video conferencing - a strategic
          cooperative marketing alliance with a Texas based company is
          currently being finalized.

INTERScepter can also be integrated into Bundled Solutions

     *    iNTERNET TRACKER   INTERScepter plus Billing Solution for Higher
          Education market

     *    Teleport Vision  - Internet based security camera control solution

In line with this strategy we have just established new joint distributor
arrangements with iProof and NetIntelligence of UK for their suite of Internet
Security products.

The technology of INTERScepter enables visionGATEWAY to build and leverage a
number of strategic technology alliances.   These can be categorized as
follows :
Core components
     Linux operating system
     Database systems - MS, IBM, Oracle, etc
     Client workstations   MS, Linux/Novell, Apple
     Terminal Services   MS, Citrix
     User Authentication   MS, Novell, etc
Hardware/Networking
     Servers   IBM, Intel, HP
     Wi-Fi   various technology and solution providers
Specialist devices
     IP based video conferencing
     IP based Security cameras
     VOIP
Specialist software plug-ins
     Filters
     Whole of network bandwidth management
     Spam management
     E-mail content checking
     IM content checking
Telcos and ISP's   differentiate data lines with management tool
<PAGE>
Business Strategy

The strategy to be adopted for the development of a strong, sustainable market
for these products across key global markets incorporates a number of elements
including:

     *    The continuing development or acquisition of innovative technology
          products providing business solutions to the market;

     *    The strengthening of a global market presence through the Global
          Distribution Network, a clear corporate and product identity,
          branding, and wide promotion of the brand(s); and

     *    The growth of distribution channels through resellers and OEM's
          with strong dedicated sales teams to directly market the products
          to their own existing and potential clients.

These proposals and initiatives are integral components of a co-coordinated
marketing strategy designed to exploit the identified key market segments and
distribution channels to maximize the potential for the successful and
profitable distribution of the products globally.

Distribution and Marketing

Current Sites   INTERScepter   has been installed in 35 sites covering over
5,000 workstations and 50,000 users in Australia, U.S., UK and Malaysia. Our
focus over the last nine months has been to continue to prove the market
potential of the product (particularly in the USA), consolidate case studies
of the business value of the product, and to continue building our
distribution and support channels.

Targeted sales initiatives are underway in U.S. and Australia, while strategic
partnerships are being formed to launch sales in Western Europe and China
later this year.

As new investor funding begins to flow, the Company's focus is to drive global
sales. In the U.S., the new team members (and outsourced sales force) are
active with sales opportunities across the U.S. The Company has also commenced
a recruitment campaign for new Business Development and Pre-Sales Technical
staff across the U.S. to support the strategic partnerships that have been and
are being completed.

The Company has also been promoting itself in the US marketplace, initially
with a focus on Higher Education, to leverage from its origins and also from
the NetWolves-ECCI joint venture. This has occurred in two key ways. The first
has been through a series visionGATEWAY sponsored Webinars and Seminars
focusing on "The Escalating Problems of Internet Usage in Education" as a
means of educating the market on the issues associated with Internet Resource
Management. We have brought together a panel of Higher Education experts in
Law, IT, Finance and Consulting that have proven to be very successful.  The
Company has also been enhancing its visibility in the market place by
participating in selected major conferences for decision makers from all major
market sectors.  Recently for the Higher Education market the Company has been
involved in the conferences for NACUBO, Educause and ACUTA   with over 8,000
participants between them representing many thousands of schools.  The key
education sector professional associations are NAEB (buyers - those with the
purchasing power), NACUBO (business officers, ie CFO - part of the decision
team), ACUTA (Technology Directors - run IT and part of decision team).  The
<PAGE>
resultant exposure has led to a significant and immediate increase in interest
in INTERScepter    by over 60 universities and colleges with over 800,000
students.   We also participated at the Avnet Partner Solutions annual
conference for its IBM resellers with over 1,000 attending.  This has already
led to new channel partner opportunities.  Our focus with the new funding will
be to build the sales resources to leverage from all that has been put in
place through these strategic partnerships.

The Company now has sixteen channel partners in the U.S., of whom fifty per
cent are active, and we are in negotiations with six other major and a number
of smaller companies, primarily through the Avnet Distribution arrangement.
They are providing a good spread over Education, Government and Corporate
markets. Some of these new signings include specialist consulting and
technology security firms.

Activities in the Australasia region have been enhanced with the completion of
the Avnet distribution agreement for that region and with VAD for New Zealand.
Since then five new channel partners have signed and have commenced business
development activities that will lead to sales in the second half of calendar
2005.

A lot of the new interest is also attributable to the additional functionality
that is available under V2. There is also special interest in a special "Lite"
version of INTERScepter that will provide "Location Access Control" in schools
to facilitate classroom control of internet usage by teachers.  A number of
schools have already requested the special system for installation.

The key component of the Avnet arrangement is to take INTERScepter   on board
in an "appliance" model variation where INTERScepter   will be linked to IBM
brand servers and taken to Avnet's resellers' major clients.  Through this
link with IBM there are opportunities to leverage that company's resources and
client base.


Item 7    Financial Statements

Consolidated, certified, financial statements for the year ended April 30,
2005, have been attached to this Report as pages F-1 to F-16.

                      visionGATEWAY, Inc.

              Financial Statements at April 30, 2005
<PAGE>
     Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders
VisionGATEWAY, Inc. [a development stage company]


We have audited the accompanying consolidated balance sheet of VisionGATEWAY,
Inc. [a development stage company] as of April 30, 2005 and the related
consolidated statements of operations, stockholders' deficit, and cash flows
for the years ended April 30, 2005 and 2004, and for the period from
Reactivation [November 30, 2001] through April 30, 2005.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform an audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of VisionGATEWAY,
Inc. [a development stage company] as of April 30, 2005 and the results of
operations and cash flows for the years ended April 30, 2005 and 2004, and for
the period from Reactivation [November 30, 2001] through April 30, 2005 in
conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has accumulated losses from operations,
minimal assets, and a net working capital deficiency that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


/s/ Mantyla McReynolds
Mantyla McReynolds
Salt Lake City, Utah
July 14, 2005
<PAGE>
visionGATEWAY, Inc.
Including the accounts of its wholly owned subsidiaries
 [A Development Stage Company]
Consolidated Balance Sheet
April 30, 2005

ASSETS

Assets
   Current Assets
     Cash                                                $      143
     Other receivable                                             0
                                                         ----------
          Total current assets                                  143
      Property (net)                                         19,466
      Deposits                                                4,261
                                                         ----------
Total Assets                                             $   23,870
                                                         ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
  Current Liabilities:
  Accounts payable                                       $  841,499
  Bank overdraft                                             15,664
  Accrued liabilities                                       244,370
  Related party payable - Note 6                          1,163,682
                                                         ----------
Total Liabilities                                        $2,265,215

Stockholders' Deficit:

  Preferred Stock   10,000,000 shares authorized,
   $.10 par value per share, Nil outstanding                      0
  Capital Stock   75,000,000 shares authorized having a
   par value of $.004 per share; 42,268,218 shares
   issued and outstanding - Note 4                          169,073
  Additional paid-in capital                              1,167,136
  Deficit accumulated during the development stage       -3,560,656
  Accumulated foreign currency translation adjustment       -16,898
                                                        -----------
Total Stockholders' Deficit                              -2,241,345
                                                        -----------
Total Liabilities and Stockholders' Deficit             $    23,870
                                                        ===========

                               F-1
<PAGE>
visionGATEWAY, Inc.
Including the accounts of its wholly owned
subsidiaries
[A Development Stage Company]
Consolidated Statements of Operations

For the Years Ended April 30, 2005 & 2004, and for the Period from
Reactivation [November 30, 2001] through April 30, 2005


                                                                  Reactivation
                                                                    through
                                                                     April 30,
                                              2005         2004         2005
Revenues                                 $         0   $         0  $  53,406

Research & development                       329,572       187,273    703,413
General & administrative expenses          1,405,786       993,777  2,910,649
                                         -----------   -----------  ---------
Operating loss                            -1,735,358    -1,181,050 -3,560,656
                                         -----------   -----------  ---------
Net Loss Before Income Taxes              -1,735,358    -1,181,050 -3,560,656

Current Year Provision for Income Taxes            0             0          0
                                         -----------   ----------- ----------
Net Loss                                 $-1,735,358   $-1,181,050$-3,560,656

Other Comprehensive Income
   Unrealized gain(loss) on foreign
     Currency translation (net of tax)       -16,051        40,666    -16,898
                                         -----------   ----------- ----------
Total Comprehensive Income (Loss)         -1,751,409    -1,140,384 -3,577,554
                                         ===========   =========== ==========
Loss Per Share                                -$0.04        -$0.03     -$0.11
                                         ===========   =========== ==========
Weighted Average Shares Outstanding       41,586,831    33,051,272 33,081,327
                                         ===========   =========== ==========


<PAGE>
visionGATEWAY, Inc.
Including the accounts of its wholly owned
subsidiaries
[A Development Stage Company]
Consolidated Statements of Stockholders' Deficit
For the Period from Reactivation [November 30, 2001] through April 30, 2005

                                     Preferred  Preferred   Common     Common
                                       Shares     Stock     Shares      Stock
Balance, November 30, 2001
(date of Reactivation)                       0   $    0   20,000,000  $20,000

Shares issued with acquisition
of two subsidiaries                                        2,600,000    2,600

Issued shares for cash and services                        5,625,000    5,625

Net loss for the period ended
April 30, 2002
                                       ------   -------  -----------  -------
Balance, April 30, 2002                     0         0   28,225,000   28,225

Shares issued for cash and services                        1,000,000    1,000

Net loss for the year ended
April 30, 2003
                                      -------   -------  -----------  -------
Balance, April 30, 2003                     0         0   29,225,000   29,225


Shares issued for cash and services                        6,815,500    6,816

Recapitalization pursuant to merger
with Chiropractic 21 International,
Inc.  3/4/2004                                             1,777,718  115,232

Issued preferred shares for services
at par                              2,000,000   200,000

Net loss for the year ended
April 30, 2004
                                    ---------  --------   ----------  -------
Balance, April 30, 2004             2,000,000  $200,000   37,818,218 $151,273

Preferred shares converted to
common shares at par               -2,000,000  -200,000    2,000,000    8,000

Shares issued for cash and services                        2,450,000    9,800

Net loss for the year ended
October 31, 2004
                                    ---------  --------   ---------- --------
Balance, April 30, 2005                     0         0   42,268,218  169,073
                                    =========  ========   ========== ========

[Continued]
visionGATEWAY, Inc.
Including the accounts of its wholly owned
subsidiaries
[A Development Stage Company]
Consolidated Statements of Stockholders' Deficit
For the Period from Reactivation [November 30, 2001] through April 30, 2005
                                                         Accum.
                                Additional Accumulated  Foreign      Net
                                 Paid-in     Deficit    Currency Stockholders'
                                 Capital                Adj.        Deficit
Balance, November 30, 2001
(date of Reactivation)          $-20,000  $        0    $     0   $         0

Shares issued with acquisition
of two subsidiaries                1,782    -125,208                 -120,826

Issued shares for cash and
services                          50,625                               56,250

Net loss for the period ended
April 30, 2002                              -223,779      -15,658    -239,437
                                 -------   ---------     --------  ----------
Balance, April 30, 2002           32,407    -348,987      -15,658    -304,013

Shares issued for cash and
services                          79,000                               80,000

Net loss for the year ended
April 30, 2003                              -295,261      -25,855    -321,116
                                 -------   ---------     --------  ----------
Balance, April 30, 2003          111,407    -644,248      -41,513    -545,129

Shares issued for cash and
services                         503,184                              510,000

Recapitalization pursuant to
merger with Chiropractic 21
International, Inc.  3/4/2004    -45,141                               70,091

Issued preferred shares for
services at par                                                       200,000

Net loss for the year ended
April 30, 2004                            -1,181,050       40,666  -1,140,384
                                 -------   ---------     --------  ----------
Balance, April 30, 2004          569,450  -1,825,298         -847    -905,422

Preferred shares converted to
common shares at par             192,000                                    0

Shares issued for cash and
services                         405,686                              415,486

Net loss for the year ended
April 30, 2005                            -1,735,358      -16,051  -1,751,409
                                 -------   ---------     --------  ----------
Balance, April 30, 2005        1,167,136  -3,560,656      -16,898  -2,241,345

<PAGE>
visionGATEWAY, Inc.
[A Development Stage Company]
Consolidated Statements of Cash Flows
For the years Ended April 30, 2005 & 2004, and for the Period from
Reactivation [November 30, 2001] through April 30, 2005

                                                                  Reactivation
                                                                    through
                                                                     April 30,
                                              2005         2004         2005

Cash Flows from Operating Activities
Net Loss                              -$1,735,358   -$1,181,050   -$3,560,656
Adjustments to reconcile net income
to net cash provided by operating
activities:
     Depreciation and amortization         20,614         4,375        39,169
     Stock issued for services            171,000       200,000       371,000
     Change in current assets              18,532          -178        -4,261
     Increase in current liabilities      702,761       339,799     1,346,016
                                      -----------  ------------   -----------
Net Cash Used for Operating Activities   -822,451      -637,054    -1,808,732

Cash Flows from Investing Activities
    Purchase of property                  -15,729       -19,235       -58,635

Cash Flows from Financing Activities
    Proceeds from borrowing               850,950       115,947     1,163,682
    Additional paid in Capital                  0       494,165       720,724
                                      -----------  ------------   -----------
Net Cash Provided by Financing
Activities                                850,950       610,112     1,884,406

    Effect Of Exchange Rate on cash
    and cash Equivalents                  -16,051        40,666       -16,896

Net Increase/(Decrease) in Cash            -3,281        -5,511           143

Beginning Cash Balance                      3,424         8,935             0
                                     ------------  ------------   -----------
Ending Cash Balance                  $        143  $      3,424   $       143
                                     ============  ============   ===========

Supplemental Disclosure of Cash Flow
Information:

  Cash paid during the period for
  interest                          $      9,019   $        914   $   13,652
  Cash paid during the period for
  income taxes                                  0             0             0

Supplemental Disclosure of Non-Cash Financing activities:
Stock issued to relinquish debt     $   244,486               0             0
<PAGE>
                        visionGATEWAY, Inc.
                  [A Development Stage Company]
      Notes to Consolidated Financial Statements (audited)
                         April 30, 2005

NOTE 1    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          (a)  Organization

         visionGATEWAY, Inc. (the Company) was organized on September 13,
1999, as Peninsula Web Pages, Inc., under the laws of the State of Nevada.  It
essentially became dormant until November 30, 2001, when its name was changed
to visionGATEWAY, Inc. and it acquired two companies.  The Company is now a
holding company for the software business now being organized in these two
wholly owned subsidiaries.  Both subsidiaries are Australian corporations;
visionGATEWAY Pty Ltd, a distribution and marketing company, and Software
Innovisions Pty Ltd, a software development company. The consolidated company
is an Enterprise Software Solutions company in the commercialization stage.
It is currently growing its planned principal operations, which is
development, distribution, and marketing of business software solutions for
Internet Resource Management.  The accompanying financial statements include
the accounts of the Company as well as its wholly owned subsidiaries.  All
intercompany transactions have been eliminated.

         On March 4, 2004, the Company combined with Chiropractic 21
International, Inc., an inactive public Nevada corporation, for the purpose of
recapitalization.  The combination is accounted for as a reverse purchase.

         The financial statements of the Company have been prepared in
accordance with U. S. generally accepted accounting principles.  The following
summarizes the more significant of such policies:

     (b)  Income Taxes

         The Company applies the provisions of Statement of Financial
Accounting Standards No. 109 [the Statement], Accounting for Income Taxes.
The Statement requires an asset and liability approach for financial
accounting and reporting for income taxes, and the recognition of deferred tax
assets and liabilities for the temporary differences between the financial
reporting bases and tax bases of the Company's assets and liabilities at
enacted tax rates expected to be in effect when such amounts are realized or
settled.  Prior years' consolidated financial statements have not been
restated to apply the provisions of the Statement. The cumulative effect of
this change in accounting for income taxes as of April 30, 2005 is $0 due to
the valuation allowance established as described in Note 3.

     (c)  Net Loss Per Common Share

         Net loss per common share is based on the weighted-average number of
shares outstanding for visionGATEWAY shares for the respective periods and
since November 2001.
<PAGE>
                      visionGATEWAY, Inc.
                  [A Development Stage Company]
           Notes to Consolidated Financial Statements
                         April 30, 2005

NOTE 1    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[continued]

     (d)  Statement of Cash Flows

         For purposes of the statements of cash flows, the Company considers
cash on deposit in the bank to be cash.  The Company had $143 cash at April
30, 2005.

     (e)  Use of Estimates in Preparation of Financial Statements

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

     (f)  Revenue Recognition

         The Company recognizes revenues in accordance with the Securities and
Exchange Commission, Staff Accounting Bulletin (SAB) number 104, "Revenue
Recognition."  SAB 104 clarifies application of U. S. generally accepted
accounting principles to revenue transactions.  Revenue is recognized as
products or projects are delivered or services are provided to customers.
Uncollected, earned revenue is recorded in accounts receivable.  Billed
amounts deemed to be uncollectible are charged to bad debt expense.  Revenue
collected in advance is recorded as a liability until the earnings process is
complete.

     (g)  Foreign Currency Translation

         Foreign currency exchange transactions and translation are accounted
for pursuant to Statement of Financial Accounting Standards (SFAS) No. 52,
Foreign Currency Translation.  The functional currency of the non-USA based
operating entities is the Australian Dollar.  All numbers in these financial
statements have been converted to U.S. dollars, unless specifically stated
otherwise.

    (h)   Impairment of Long-Lived Assets

         The Company reviews long-lived assets, at least annually, to
determine if impairment has occurred and whether the economic benefit of the
asset (fair value for assets to be used and fair value less disposal costs for
assets to be disposed of) is expected to be less than the carrying value.
Triggering events, which signal further analysis, consist of a significant
decrease in the asset's market value, a substantial change in the use of an
asset, a significant

<PAGE>
                       visionGATEWAY, Inc.
                  [A Development Stage Company]
            Notes to Consolidated Financial Statements
                          April 30, 2005

NOTE 1    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[continued]

physical change in the asset, a significant change in the legal or business
climate that could affect the asset, an accumulation of costs significantly in
excess of the amount originally expected to acquire or construct the asset, or
a history of losses that imply continued losses associated with assets used to
generate revenue.  The Company did not make any such adjustments for the
year ended April 30, 2005.

     (i)  Stock based compensation

SFAS No. 123, Accounting for Stock-Based Compensation allows companies to
choose whether to account for employee stock-based compensation on a fair-
value method, or to account for such compensation under the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees (APB 25).  The Company has chosen to account for
stock-based compensation using APB 25.  If the compensation cost for the
Company's compensation plan had been determined consistent with SFAS NO. 123
the Company's net income and net income per common share would have changed to
the pro forma amounts indicated below:

                                               2005              2004
Net loss, as reported                    $(1,735,358)       $(1,181,050)

Compensation cost under fair value
based accounting method, net of tax                -                  -
                                         -----------        -----------
Net loss, pro forma                       (1,735,358)        (1,181,050)

Net loss per share-basic and diluted:
   As reported                           $     (0.04)       $     (0.03)

   Pro forma                             $     (0.04)       $     (0.03)

The fair value of each option grant is estimated on the date of the grant
using Black-Scholes option-pricing model with the following assumptions:
dividend yield of 0%; expected volatility of 0%; risk-free interest rate of 3%
and expected lives of 3,650 days.

     (j)  Recent Pronouncements

Recently Issued Financial Accounting Standards In December 2004, the FASB
issued SFAS No. 123R, Share-based Payment. This standard is a revision of SFAS
No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and
its related implementation guidance. SFAS No. 123R requires the measurement of
the cost of employees services received in exchange for an award of the
entity's equity instruments based on the grant-date fair value of the award.
The cost will be recognized over the period during which an employee is
required to provide service in exchange for the award. No compensation cost is
recognized for equity instruments for which employees do not render service.
The Company will adopt SFAS No. 123R on December 15, 2005, which will require
stock-based compensation expense to be recognized against earnings for the
portion of outstanding unvested awards, based on the grant date fair value of
those awards calculated using a Black-Scholes pricing model under SFAS 123 for
pro forma disclosure. The Company is currently evaluating to what extent the
entity's equity instruments will be used in the future for employees services
and the transition provisions of this standard; therefore, the impact to the
Company's financial statements of the adoption of SFAS No. 123R cannot be
predicted with certainty.
<PAGE>
                       visionGATEWAY, Inc.
                  [A Development Stage Company]
            Notes to Consolidated Financial Statements
                          April 30, 2005

NOTE 2    LIQUIDITY/GOING CONCERN

         The Company has accumulated losses through April 30, 2005 amounting
to $3,510,656, has minimal assets, and has a net working capital deficiency at
April 30, 2005.

         Management plans include continued development of its planned
principal operations and seeking capital either through a private placement or
public offering.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

         A fund raising is underway through an affiliate, Aspen Fund Limited,
of the Company's major shareholder in Australia.  Other fund raising
activities are underway with investment banking groups in the USA.

NOTE 3    INCOME TAXES

         Below is a summary of deferred tax asset calculations on net
operating loss carry forward amounts.  Loss carry forward amounts expire at
various times through 2024.  A valuation allowance is provided when it is more
likely than not that some portion of the deferred tax asset will not be
realized.

       Description       NOL Balance       Tax    Rate
   Federal Income Tax    $3,560,656     $1,210,623  34%
   Valuation allowance                  (1,210,623)
                                        ----------
        Deferred tax asset 4/30/05      $        0


         The allowance has increased $590,022 from $620,601 as of April 30,
2004.

NOTE 4    ISSUANCE OF STOCK

         Effective June 30, 2002, the Company acquired two Australian
companies to further develop its planned principal operations.  In connection
with this acquisition, the Company issued 2,600,000 shares of common stock for
100% of the shares of the Australian entities.  In addition, 5,625,000 shares
of common stock were issued for cash and services at approximately $0.01,
based on the cash component.

         Over the following months, the Company issued 1,000,000 shares of
common stock for services and cash at US $0.08 per share.  Through March 3,
2004, an additional 6,815,500 shares of common stock were issued for
approximately $510,000, in cash and services or $0.07 per share for the cash
component only.

         On March 4, 2004, pursuant to an Agreement and Plan of
Reorganization, the Company combined with Chiropractic 21 International, Inc.
(Chiropractic), for the purpose of  re-capitalizing.

         As a result of this combination, the Company's capital structure
changed.  The surviving company had authorized 10,000,000 shares of $0.10 par
value preferred stock with no preferred shares issued and outstanding.  Common
stock authorized is 75,000,000, $0.004 par value.  In the transaction, the
Company's pre-reorganization 36,040,500 shares of common stock were converted,
one for one, into Chiropractic common shares.  The pre-reorganization
1,777,718 shares of common stock of Chiropractic were combined to make
37,818,218 common shares after recapitalization.

         On April 2, 2004, the Company issued 2,000,000 shares of preferred
stock to a related party (which shares common ownership and management) for
services, at par.  The Company recorded the transaction at $200,000.  The
related party has been established to facilitate future investment in the
Company.  During the year ended April 30, 2005 the Company converted the
preferred shares into common shares.

         The Company issued additional shares of common stock in the year
ended April 30, 2005, in the following manner.

      # Shares   Issued to:                         Issued for:
       500,000   Company officer/shareholder        Management services as per
                                                    2003 contract
        50,000   Individual                         Legal services
       750,000   Outside Professionals              Services
       650,000   Investor                           Cash contribution
       500,000   Creditor/Lender                    Loan settlement
     ---------
     2,450,000   Total

NOTE 5    PROPERTY

         Property consists primarily of computer equipment with the original
cost of $58,635.  Accumulated depreciation through April 30, 2005, is $39,169.
Depreciation expense for the year ended April 30, 2005 was $20,614.

NOTE 6    RELATED PARTY PAYABLE

         Shareholders have advanced money to the Company in the amount of
$1,163,682 for the purpose of paying operating expenses and providing working
capital.  The outstanding balance is unsecured, non- interest bearing and
payable on demand.

NOTE 7    LEASES

        The Company has three remaining offices leases, one in Australia and
two in the USA.  The Sydney office was closed mid-2005.

Location           Square Feet      Annual Payments    Other terms
Brisbane               3,337         $60,480         Through February 2007
San Diego, CA      Shared space        2,500         Renewable quarterly
Marina del Rey, CA       300          13,800         Renewable annually (Mar.)
                                     -------
                                     $76,780

Rent expense includes car parking and various other miscellaneous related
office expenses.  For the year ended April 30 the expense was $182,024.

Table of minimum lease payments for the next five years ending April 30,:

                       2006         $73,338
                       2007         $50,400
                       2008               -
                       2009               -
                       2010               -

NOTE 8    STOCK OPTIONS

         On March 1, 2004, options were granted to an individual and to two
entities for services rendered to the Company.  These options are exercisable
at $0.50 over a 10 year period and vest over four years beginning March 1,
2005.  On the grant date, the trading price of the stock was $0.33 per share.
There were 6,500,000 options granted.  On March 2, 2004, an additional 300,000
options were granted with the same exercise and vesting terms.

         Compensation cost for stock options is measured as the excess, if
any, of the estimated fair market value of the Company's stock at the date of
grant over the amount the recipient must pay to acquire the stock.  Unearned
compensation, which is recorded as a separate component of stockholders'
equity, as a result of the compensatory stock options is generally amortized
to expense over the vesting periods of the underlying stock options.  No
compensation expense was recorded for these option grants.
<PAGE>
                       visionGATEWAY, Inc.
                  [A Development Stage Company]
            Notes to Consolidated Financial Statements
                          April 30, 2005

NOTE 8    STOCK OPTIONS (Continued)

Changes in stock options for the year ended April 30, 2005 and 2004 is as
follows:


2005:                          Shares         Weighted Average Exercise Price

Granted                             0         $     0.00

Exercise                            0               0.00

Forfeited/expire                    0               0.00

Outstanding @ 4/30/05       6,800,000               0.50

Exercisable                         0               0.00


Weighted average fair value of
options granted during year                   $     0.00

Weighted average fair value of
shares issued under Stock Option Plan         $     0.50


2004:                          Shares         Weighted Average Exercise Price

Granted                      6,800,000       $      0.50

Exercised                            0              0.00

Forfeited/expired                    0              0.00

Outstanding @ 4/30/04        6,800,000              0.50

Exercisable                          0              0.00


Weighted average fair value of
options granted during year                   $     0.00

Weighted average fair value of
shares issued under Stock Option Plan         $     0.50

<PAGE>

Item 8    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

There were no disagreements between the Company and its auditors.


Item 8A    Controls and Procedures

Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted
an evaluation of our disclosure controls and procedures, as such term is
defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Based on this evaluation, our principal
executive officer and our principal financial officer concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this annual report.
<PAGE>

Part III


Item 9    Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act

The following table sets forth the names, positions held and ages of the
Company's directors and officers as of the date of this Report:


Name                     Age       Positions with The Company

Andrew Brett Wotton      48        Chairman of the Board of Directors and a
Director
Martin G. Wotton         43        President and a Director
Michael Emerson          55        Vice President, Chief Executive Officer
and a Director
Alan M. Boyd(1)          54        Director
Trevor W. Tappenden(1)   58        Director

(1) Mr. Tappenden and Mr Boyd are Independent Directors of the Company as
defined by the Nasdaq Marketplace Rules.

Mr Boyd, a resident of the United Kingdom, was newly appointed to the Company
on May 18, 2005.

Each director is appointed until the next annual meeting of shareholders and
until his successor is elected and qualified.

The Company has an informal Code of Ethics in place that applies to the
Company's principal officers. This Code of Ethics has arisen from the
background of the Chief Executive Officer and one of the Directors where they
were previously Partners in one of the top five professional services firms.
The Company is in the process of adopting an appropriate and formal Code of
Ethics to be applied.

The family relationships between the officers and directors named above are as
follows: Andrew Brett Wotton, Chairman of the Board of Directors, and the sole
shareholder and a director of Aspen Capital Partners Limited ("Aspen"), a
principal shareholder, is the brother of Martin G. Wotton who is the President
of the Company and a director of Aspen and the Company. At the present time
there are no committees of the Board of Directors, however, the Board intends
to establish a Compensation Committee, a Nominating Committee and an Audit
Committee within the next quarter. It is expected that Mr. Tappenden will
become the Chairman of the Audit Committee when formed. The Company is also
mindful of its obligations under the Sarbanes-Oxley Act with respect to
directors and will comply as soon as possible.

All of the directors and officers named above are residents of Australia, New
Zealand or the United Kingdom. The Board intends to expand its membership and
will propose for election or appointment, where appropriate, American
directors to the Board. Michael F. Emerson devotes all of his time to the
Company's business affairs based in the U.S. where he relocated during April
2004.
<PAGE>
Background Information of Directors and Officers

Andrew Brett Wotton.   Mr. Wotton has been a director of visionGATEWAY since
March of 2002 and is presently Chairman of the Board of Directors of the
Company. Mr. Wotton established Aspen Capital Partners Limited ("Aspen") in
August 2001 as a vehicle to diversify his extensive New Zealand held
investments, specifically in the horticultural industry. Mr. Wotton is a
director and sole shareholder of Aspen. Since 1990, Mr. Wotton has been an
officer and a director of Aspen Horticulture Limited, a New Zealand
corporation, involved in the ownership of kiwifruit orchard properties and
contract management services.

Martin G. Wotton.   Mr. Wotton has been Chairman of the Board of Directors of
visionGATEWAY since November of 2001 and is currently the President and a
Director of the Company, having been appointed on March 4, 2004. Since August
2001, Mr. Wotton has also been a director and an officer of Aspen Capital
Partners Limited ("Aspen"). Aspen is the Company's principal shareholder as a
result of the exchange of shares which took place on March 4, 2004. Since July
2001, Mr. Wotton has also been Chairman of Software Innovisions Pty Ltd, a new
principal second tier subsidiary of the Company resulting from the Company's
acquisition of Vision Nv. Previously, Mr. Wotton was also Chairman of
VisionGlobal Corporation (from 1998   present), a Nevada corporation,
("VisionGlobal") which was a development-stage corporation located in the U.S.
and which proposed to engage in the business of providing wireless broadband
Internet services, among other potential services. However, VisionGlobal was
not able to raise sufficient capital to either engage in business or develop
its proposed product and in 2001, VisionGlobal filed for Chapter 7 Bankruptcy
protection under the US Bankruptcy Code. The case is still pending in the U.S.
District Court, Bankruptcy Division, for the Northern District of California
in San Francisco, California, and is not as yet resolved.

Mr. Wotton holds Australian Securities Course Credits (1986-1988); and has
been an Australian Securities Dealer Representative (1986 1996) and acted as a
Senior Equity Derivatives Representative (1992   1996).

Michael F. Emerson.   Mr. Emerson has acted as Vice President and Chief
Executive Officer of the Company since his appointment on March 4, 2004. He
previously has served as Chief Executive Officer and a Director of
visionGATEWAY since March of 2002 and of visionGATEWAY Pty Ltd (Australia)
from October 2001 to the present. His previous business associations include
service as a director of Micel Pty Ltd, Australia, from March 2001 until the
present. He was also Vice President and Business Unit Leader for Cap Gemini
Ernst and Young from May 2000 to February 2001. He was a Partner of and
Business Unit Leader of Ernst & Young, Australia, from November 1989 until May
2000. Mr. Emerson is a graduate of La Trobe University, Bundoora, Victoria,
Australia class of 1974, where he received the degree of Bachelor of Economics
with Honors. He majored in Mathematical Economics and International Economics.

Trevor W. Tappenden.   Mr. Tappenden joined the Board of visionGATEWAY in May
2003. Mr. Tappenden is a Chartered Accountant in Australia. He has been a
Senior Partner in the firm of Ernst & Young, Australia, from 1982 until his
retirement in March of 2003. Mr. Tappenden graduated from the Institute of
Chartered Accountants in 1976 from which he received his qualification as a
Chartered Accountant in Australia. Mr. Tappenden is actively involved as a
company director for a number of corporate, government and education bodies.

Alan M. Boyd. Mr. Boyd was appointed to the Board of the Company on May 18,
2005. He an experienced technology development specialists with a long record
of success in Europe, America, Australia and Asia, and will assist in driving
the next stage of the Company's Global Growth Strategy which involves the
expansion of its Global Distribution Network for specialist Internet Resource
Management and Security related products while expanding the company's product
line through licensing and acquisitions.
<PAGE>
A pioneer of the US personal computer industry in the 1970s, Mr. Boyd became
the first Product Development Manager at Microsoft in 1980 where he reported
directly to Bill Gates.  At Microsoft he was responsible for the development
of many ubiquitous software products that have become household names and sold
hundreds of millions of copies.  He was also responsible for the formulation
and implementation of Microsoft's successful acquisitions strategy.

On leaving Microsoft he introduced the first commercially available hypertext
browser and established hypertext as a key technology for the Internet.  More
recently Mr. Boyd co-founded St Banks International Group, an intellectual
property management company in Shanghai and Tian Na TV and Media Company, the
first Western-owned television company to be licensed in China.  Mr. Boyd is
also co-founder and Chairman of the Bletchley Park Venture Capital Trust based
in the building in England where Alan Turing invented the computer.


Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") requires
the Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
with the SEC initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

The Company has not filed any of the required Form 3's.


Item 10    Executive Compensation

The following table sets forth information concerning the total compensation
that we have paid or that has accrued on behalf of our chief executive officer
and other executive officers with annual compensation exceeding $100,000 (the
"Named Executive Officers") during the fiscal years ending April 30, 2005,
2004 and 2003.


Summary Compensation Table

                        Summary Compensation Table
                        --------------------------

                                      Long Term Compensation
                    Annual Compensation   Awards  Payouts
(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)
                                              Secur-
                                              ities        All
Name and   Year or               Other  Rest- Under- LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position(3) Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
                                                (#)
-----------------------------------------------------------------
Michael
Emerson   (2) 2005 $156,500  -     -      -       -         -
Vice Pres.(2) 2004  107,424  -     -      -   300,000       -
CEO       (2) 2003   79,635  -     -      -       -         -
Director(1)(2)2002   33,040  -     -      -       -         -

(1) Mr. Emerson commenced with visionGATEWAY in October 2001. This represents
six months through the end of April 2002.

(2) These amounts have been accrued but not yet paid.

(3) None of the executive officers, except Mr. Emerson, have been paid or have
accrued over $100,000 in the fiscal years 2005, 2004, 2003 or 2002.

Employment Arrangements

The following information represents compensation paid to or agreed to be paid
by visionGATEWAY or its subsidiaries. There are at present no employment
agreements in effect between the employees of visionGATEWAY and the Company;
although, it is expected that initially the arrangements described here will
be adopted by the Company.

The Company has no profit sharing, bonus or stock option or bonus plans in
effect.

The Company's Named Executive Officers are listed as follows:

Chairman - Andrew Brett Wotton

No compensation has been paid to or accrued for Andrew Brett Wotton. To date
Mr. Wotton has been the owner of Aspen which in turn has a management contract
for the provision of services to visionGATEWAY (the "Management Contract"). He
is also a Director of Aspen and Aspen is the major shareholder of the Company.
Aspen has two contracts with visionGATEWAY in relation to the provision of
services:

     *    The Management Arrangement with a management fee of AUD$100,000
          (approximately USD$75,000) per annum to be paid quarterly. Less
          than AUD$40,000 has been made pursuant to this contract. Most
          payments have related to payment or reimbursement of relevant
          expenses for travel, technology and communication costs.

     *    Agent agreement in relation to consulting services for sales of
          visionGATEWAY products and payment of commissions. No payments
          have been made pursuant to this agreement to date.

President - Martin Wotton

Martin Wotton has not received any direct compensation from the Company over
the last two years. To date Mr. Wotton has been an employee of Aspen which in
turn has the Management Contract for the provision of his services to
visionGATEWAY. He is also a Director of Aspen and Aspen is the major
shareholder of Vision. Aspen has two contracts with visionGATEWAY in relation
to the provision of services:

     *    The Management Arrangement with a management fee of AUD$100,000
          (approximately USD$75,000) per annum to be paid quarterly. Less
          than AUD$40,000 have been made pursuant this contract Most
          payments have related to payment or reimbursement of relevant
          expenses for travel, technology and communication costs.
<PAGE>
     *    Agent agreement in relation to consulting services for sales of
          visionGATEWAY products and payment of commissions. No payments
          have been made pursuant to this agreement to date.

Chief Executive Officer - Michael Emerson

Michael Emerson has an arrangement with the Company in relation to the
provision of his services as Chief Executive Officer and Director of the
Company and its subsidiaries.

Mr. Emerson will be paid an initial annual salary of $120,000, reviewable
quarterly, plus expenses, and will also receive shares of Company common
stock, benefits and other performance incentives such as profit sharing, when
established by the Company.

To date the main components of Mr. Emerson's remuneration have been:

     *    Salary - base component of AUD$10,000 (approximately USD$7,500)
          for the period when Mr. Emerson is working out of Australia, and
          USD$10,000 for the period when he is working out of the U.S. or
          other regions outside Australia.

     *    Expenses - all reasonable business expenses covering travel, etc
          and other expenses paid on behalf of the business would be payable
          by the Company based on the submission of monthly expense claims.
          This would include all core expenses (including accommodation and
          provision of a motor vehicle) related to Mr. Emerson, with his
          family, operating from the U.S. or other region outside Australia,
          as well as relocation expenses.

     *    Incentives

          *    Profit sharing   as and when established by the Company,
               this contractual arrangement regarding the services of Mr.
               Emerson will enable inclusion in the Company/staff profit
               sharing facility that is expected to be adopted.

          *    Shareholding   as a direct result of the role and
               performance by Mr. Emerson, plus the hardships endured
               through delayed payment of remuneration and expenses, the
               Company agreed in April 2003 to grant 1,000,000 shares of
               common stock subject to a two year vesting schedule. Of
               these shares 500,000 vested in April 2004 (and formally
               issued in May 2004) and 500,000 shares will vest in January
               2005.

          *    Options   Mr. Emerson has been granted 300,000 options with
               an exercise price of $0.50 per share. These options vest
               over a four year period.

Through MICEL Pty Ltd, a company of which Mr. Emerson is a director and
shareholder, there is an agent agreement in relation to consulting services
for sales of visionGATEWAY products and payment of commissions. No payments
have been made pursuant to this agreement to date.
<PAGE>
Mr. Michael Bromley was Vice President Strategic Business Development for Asia
Pacific for part of the year ending April 30, 2005, but is no longer employed
by the Company.

Item 11    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

The following table sets forth certain information as of April 30, 2005
regarding the ownership of the Company's common stock, by: (i) each director
and nominee for director; (ii) each of the executive officers named in the
Summary Compensation Table below; (iii) all executive officers and directors
of the Company as a group; and (iv) all those known by the Company to be
beneficial owners of more than five percent of any class of the Company's
voting securities. Unless otherwise indicated in the table set forth below,
each person or entity named below has an address in care of the Company's
principal executive offices.


                                           Beneficial Ownership
                                           Common Stock
                         Position          Shares                   %
Directors and Affiliated                                        Ownership
Stockholders:
Andrew Brett Wotton      Chairman of the      24,100,000           57%
(1)(2)                   Board of Directors
206 Tablelands Road
Opotiki, New Zealand

Martin Wotton (3)        President and                 0            0%
79 Markwell Street       Director
Hamilton, Queensland 4007
Australia

Michael Emerson          Vice President,       2,200,000            5.2%
13950 NW Passage         Chief Executive
Marina Del Rey, CA 90290 Officer and
USA                      Director

Trevor Tappenden         Director                 50,000            0.1%
9 Hawksburn Close
South Yarra, VIC 3141
Australia

5% or Greater Ownership of Voting Securities:
Aspen Capital Partners   Principal            23,000,000           54.4%
206 Tablelands Road      Shareholder
Opotiki, New Zealand

Michael Emerson          Vice President,       2,200,000            5.2%
13950 NW Passage         Chief Executive
Marina Del Rey, CA 90290 Officer and
USA                      Director


All Officers and Directors as a group         26,350,000           62.3%
<PAGE>
(1)  All of the shares owned by Aspen Capital Partners Limited, ("Aspen"), a
     New Zealand corporation, (23,000,000 shares) are attributable to Andrew
     Brett Wotton because he is the sole shareholder and a director of Aspen.
     As a result of these holdings and the holdings described in Note 2
     below, Andrew Brett Wotton and Aspen are deemed to be principal
     shareholders of the Company.

(2)  Includes 350,000 shares individually owned by Andrew Brett Wotton and
     750,000 shares owned by Aspen Horticulture Limited., also a New Zealand
     corporation, of which Andrew Brett Wotton is the sole shareholder. As
     stated above in Note 1, Andrew Brett Wotton may be deemed the beneficial
     holder of the 23,000,000 shares of Aspen. Therefore, the total number of
     shares either owned by Andrew Brett Wotton beneficially directly or
     indirectly held by him is 24,100,000.

(3)  Martin G. Wotton disclaims any beneficial interest in any of the shares
     either owned by or attributable to his brother Andrew Brett Wotton.

Item 12    Certain Relationships and Related Transactions

Aspen Capital Partners Limited, owned by Mr. Andrew Brett Wotton, has two
contracts with visionGATEWAY in relation to the provision of services:

     *    The Management Contract with a management fee of AUD$100,000
          (approximately USD$75,000) per annum to be paid quarterly. Less
          than AUD$40,000 has been made pursuant to this contract. Most
          payments have related to payment or reimbursement of relevant
          expenses for travel, technology and communication costs.

     *    Agent agreement in relation to consulting services for sales of
          visionGATEWAY products and payment of commissions. No payments
          have been made pursuant to this agreement to date.

Through MICEL Pty Ltd, a company of which Mr. Emerson is a director and
shareholder, there is an agent agreement in relation to consulting services
for sales of visionGATEWAY products and payment of commissions. No payments
have been made pursuant to this agreement to date.

Options:

On 1 March 2004, the options below were granted for services to visionGATEWAY.
They will vest over a four year period with vesting starting 12 months after
the date they were granted.

<PAGE>
Options Issued/Exercisable at US$0.50 (exercisable over 10 yrs)


Michael Emerson                           300,000
Aspen Capital Partners Limited          5,700,000
Aspen Horticulture Limited                500,000

On 2 March 2004 an additional 300,000 options were granted to Aspen Capital
Partners Limited with the same vesting and exercising terms and price.

Other Shares:

On 2 April, 2004, the Company had decided to issued 2,000,000 shares of
preferred stock to a related party (which shares common ownership and
management) for services in relation to investment funding, at par.   The
Company was to record the transaction at $200,000. The related party, Aspen
Fund Limited, a wholly owned subsidiary of Aspen Capital Partners Limited, has
been established to facilitate future investment in the Company.  During the
year ended April 30, 2005, the Company converted the preferred shares into
common shares.

Item 13    Exhibit List and Reports of Form 8-K


2.1(1)      Agreement and Plan of Reorganization, dated February 27, 2004, by
            and among Chiropractic, Vision Nv, and the stockholders of Vision
            Nv.
2.2(1)      Addendum to the Agreement and Plan of Reorganization, dated
            February 27, 2004.
3.1(2)      Articles of Incorporation
3.2(2)      Bylaws of Chiropractic 21 International, Inc.
3.3(2)      Certificate of Amendment to Articles of Incorporation dated
            September 23, 1970.
3.4(2)      Certificate of Amendment to Articles of Incorporation dated
            October 29, 1970.
3.5(2)      Certificate of Amendment to Articles of Incorporation dated
            October 6, 1972.
3.6(2)      Certificate of Amendment to Articles of Incorporation dated
            November 4, 1980.
3.7(2)      Certificate of Amendment to Articles of Incorporation dated
            July 15, 1983.
3.8(2)      Certificate of Amendment to Articles of Incorporation dated
            December 29, 1999.
10.1(3)     Lease, dated February 15, 2004 by and between vision Gateway
            Pty Ltd and Masinello Holdings Pty Ltd.
10.2(3)     Lease Agreement, dated October 25, 2001, by and between
            visionGATEWAY and Executive Centre 133.
10.3(3)     HQ Global Workplaces Virtual Office Program Service
            Agreement, dated December 1, 2003 by and between the
            visionGATEWAY, Inc. and HQ Global Workplaces, Inc.
10.4(3)     Sublease, dated March 1, 2004, by and between Guidance
            Solutions, Inc. and visionGATEWAY, Inc.
10.5(3)     Buy/Sell Agreement, dated May 14, 2004, by and between
            visionGATEWAY, Inc. and AVNET, INC.
10.6(3)     Letter Agreement regarding Management Services by and
            between visionGATEWAY, Inc. and Aspen Capital Partners Pty Ltd.
10.7(3)     Letter Agreement regarding Agent and Consulting Arrangements
            by and between visionGATEWAY, Inc. and Aspen Capital Partners Pty
            Ltd.
10.8(3)     Letter Agreement regarding Employment of Michael Emerson by
            and between visionGATEWAY, Inc., Michael Emerson and MICEL Pty
            Ltd.
10.9(3)     Letter Agreement regarding Agent and Consulting Arrangements
            by and between visionGATEWAY, Inc. and MICEL Pty Ltd.

<PAGE>
21.1        List of Subsidiaries.
24.1        Power of Attorney (see signature page)
31.1        Certification by Michael Emerson, required by Rule 13a-14(a) or
            Rule 15d-14(a) of the Exchange Act, promulgated pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002.
31.2        Certification by Martin G. Wotton, required by Rule 13a-14(a) or
            Rule 15d-14(a) of the Exchange Act, promulgated pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002.
32.1        Certification by Michael Emerson, required by Rule 13a-14(b) or
            Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63
            of Title 18 of the United States Code, promulgated pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002.
32.2        Certification by Martin G. Wotton, required by Rule 13a-14(b) or
            Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63
            of Title 18 of the United States Code, promulgated pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to 8-K12G3 filed with the Securities and
Exchange Commission on April 7, 2004.

(2) Incorporated by reference to 10-SB filed with the Securities and Exchange
Commission on April 28, 2000.

(3) Incorporated by reference to 10-KSB filed with the Securities and Exchange
Commission on August 19, 2004.

     (b)   Reports on Form 8-K

We furnished to the SEC a report on Form 8-K dated May 26, 2004, containing
our May 26, 2004 Press Release related to our agreement with Avnet Hall-Mark's
ESP Program.

We furnished to the SEC a report on Form 8-K dated September 24, 2004, related
to our agreement with Education Communications Consortia Inc for a joint
venture known as ECCI-VGI Solutions.  ECCI subsequently changed its name to
Netwolves ECCI Corp.


Item 14    Principle Accountant Fees and Services

The Board of Directors has continued to use Mantyla McReynolds LLC as the
Company's independent auditors for the fiscal year ending April 30, 2005.
Mantyla McReynolds LLC has previously audited the Company's financial
statements when operating as Chiropractic 21 International.

Stockholder ratification of the selection of Mantyla McReynolds LLC as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. The Board of Directors, in its discretion, may direct the
appointment of different independent auditors at any time during the year if
they determine that such a change would be in the best interests of the
Company and its stockholders.

As part of its duties, the Board of Directors considers whether the provision
of services, other than audit services, during the fiscal year ended April 30,
2005 by Mantyla McReynolds LLC, the Company's independent auditor for that
period, is compatible with maintaining the auditor's independence. The
following table sets forth the aggregate fees billed to the Company for the
fiscal years ended April 30, 2004 and April 30, 2005 by Mantyla McReynolds
LLC:

<PAGE>
                              Fiscal 2004         Fiscal 2005
Audit Fees (1)                $    3,337          $   7,678
Audit-Related Fees (2)        $     nil           $     nil
Tax Fees (3)                  $      195          $     nil
All Other Fees (4)            $     nil           $     nil

(1) Audit Fees consist of fees billed for professional services rendered for
the audit of the Company's consolidated annual financial statements and review
of the interim consolidated financial statements included in quarterly reports
and services that are normally provided by Mantyla McReynolds LLC in
connection with statutory and regulatory filings or engagements.

(2) Audit-Related Fees consist of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of the Company's consolidated financial statements and are not reported under
"Audit Fees." This category includes fees related to due diligence services
pertaining to potential business acquisitions/disposition; and consultation
regarding accounting or disclosure treatment of transactions or events and/or
the actual or potential impact of final or proposed rules, standard or
interpretation by the SEC, FASB or other regulatory or standard-setting
bodies. General assistance with implementation of the requirements of SEC
rules or listing standards promulgated pursuant to the Sarbanes Oxley Act of
2002.

(3) Tax Fees consist of fees billed for professional services rendered for tax
compliance, tax advice and tax planning. These services include assistance
regarding federal state and local tax compliance, planning and advice;
international tax compliance, planning and advice; review of federal, state,
local and international income franchising and other tax returns.

(4) All Other Fees consist of fees for products and services other than the
services reported above.
<PAGE>

                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated September 9, 2005       visionGATEWAY, Inc.
                              By:  /s/ Michael Emerson
                              Michael Emerson
                              Vice President, Chief Executive Officer
                              and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Martin G. Wotton and Michael Emerson, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities to sign any and all amendments to this Report on
Form 10-KSB, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


Signature                          Title                          Date

/s/  Andrew Brett Wotton      Chairman of the Board of      September 9, 2005
Andrew Brett Wotton           Directors

/s/  Martin G. Wotton         President and Director        September 9, 2005
Martin G. Wotton              (principal financial officer)

/s/  Michael Emerson          Vice President, Chief         September 9, 2005
Michael Emerson               Executive Officer and Director
                              (principal executive officer)

/s/  Trevor Tappenden         Director                      September 9, 2005
Trevor Tappenden

/s/  Alan Boyd                Director                      September 9, 2005
Alan Boyd
<PAGE>